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EXHIBIT (p)(1)
MATTHEWS INTERNATIONAL FUNDS
CODE OF ETHICS
GENERAL
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This Code of Ethics of Matthews International Funds (the "Trust") is adopted on
August 12, 1994, pursuant to the requirements of Rule 17j-1 under the Investment
Company Act of 1940, as amended, and shall apply to each series of shares of the
Trust. Each reference to "Trust" in the Code of Ethics shall be deemed to apply
to each of the existing and all future Funds of the Trust, in addition to
Matthews Pacific Tiger Fund and Matthews Asian Convertible Securities Fund.
1. DEFINITIONS.
(1) "Access Person" means each officer and director of the Trust and
its investment adviser and any employee of these organizations,
who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of a security by the Trust, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and any natural person in a control relationship to the
Trust or its investment adviser who obtains information with
respect to the Trust with regard to the purchase or sale of a
security.
(2) "Security" shall have the meaning set forth in Section 2(a) (36)
of the Investment Company Act of 1940 except securities issued by
the Government of the United States or by federal agencies and
which are direct obligations of the United States, bankers'
acceptances, certificates of deposit, commercial paper and shares
of registered open-end investment companies.
(3) A "security held or to be acquired" means a security which, within
the most recent 15 days (i) is or has been held by the Trust; or
(ii) is being or has been considered by the Trust or its
investment adviser for purchase by the Trust, and includes the
writing of an option to purchase or sell a security.
(4) "Beneficial Ownership" shall have the meaning ascribed thereto
under Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder.
2. PROHIBITIONS.
No Access Person of the Trust:
(a) In connection with the purchase or sale by such person of a
security held or to be acquired by the Trust:
(i) shall employ any device, scheme or artifice to defraud the
Trust;
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CODE OF ETHICS (CONT.)
(ii) make to the Trust any untrue statement of a material fact or
omit to state to the Trust a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the
Trust; or
(iv) engage in any manipulative practice with respect to the
Trust.
(b) Shall purchase or sell, directly or indirectly, any security in
which he has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his actual
knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by the Trust; or
(ii) is then being purchased or sold by the Trust.
3. EXEMPTED TRANSACTIONS.
The prohibitions of Section 2 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Trust.
(c) Purchases or sales which are non-volitional on the part of either
the Access Person or the Trust.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
(e) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
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CODE OF ETHICS (CONT.)
4. PROCEDURAL MATTERS.
(a) The Secretary of the Trust shall:
(i) Furnish a copy of this Code to each Access Person of the
Trust.
(ii) Notify each such Access Person of his obligation to file
reports as provided by Section 5 of this Code.
(iii)Report to the Board of Trustees the facts contained in any
reports filed with the Secretary pursuant to Section 5 of
this Code when any such report indicates that an Access
Person engaged in a transaction in a security held or to be
acquired by the Trust.
(iv) Maintain the records required by paragraph (d) of Rule
17j-1.
5. REPORTING.
(a) Every Access Person shall report to the Trust the information
described in Section 5(c) of this Code with respect to
transactions in any security in which such Access Person has, or
by reason of such transaction acquires, any direct or indirect
beneficial ownership in the security; provided, however, that an
Access Person shall not be required to make a report with respect
to transactions effected for any account over which such person
does not have any direct or indirect influence.
(b) A disinterested trustee of the Trust need only report a
transaction in a security if such director, at the time of that
transaction, knew or, in the ordinary course of fulfilling his
official duties as a director of the Trust, should have known
that, during the 15-day period immediately preceding the date of
the transaction by the director, such security was purchased or
sold by the Trust or was being considered for purchase or sale by
its investment adviser.
(c) Every report shall be made not later than 10 days after the end
of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
(i) the date of the transaction, the title and the number of
shares, and the principal amount of each security involved;
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CODE OF ETHICS (CONT.)
(ii) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii)the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through whom
the transaction was effected.
(d) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he has any direct or indirect beneficial ownership in the
security to which the report relates.
6. VIOLATIONS.
Upon being apprised of facts which indicate that a violation of this
Code may have occurred, the Board of Trustees of the Trust shall
determine whether, in their judgment, the conduct being considered did
in fact violate the provisions of this Code. If the Board of Trustees
determines that a violation of the Code has occurred, the Board may
impose such sanctions as it deems appropriate in the circumstances. If
the person whose conduct is being considered by the Board is a trustee
of the Trust, he shall not be eligible to participate in the judgment
of the Board as to whether a violation exists or in whether, or to what
extent, sanctions should be imposed.
Originally Adopted: August 12, 1994
Last Reviewed: October 15, 1999
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MATTHEWS INTERNATIONAL FUNDS
Securities Transactions Report For the Calendar Quarter Ended:
Month/Day/Year
To the Secretary of the Trust:
During the quarter referred to above, the following transactions were
effected in securities in which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics adopted by the Trust.
<TABLE>
<CAPTION>
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Security Date of Number of Dollar Nature of Price Broker/Dealer
Transaction Shares or Amount Trans- or Bank
Principal of Trans- action through Whom
Amount action (Purchase, Effected
Sale,
Other)
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<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence, (ii) excludes other transactions not required to
be reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
NOTE: Do NOT report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper and
registered open-end investment Companies.
Disinterested director are not required to make a report except where
such director knew or should have known that during the 15-day period
immediately preceding the date of the transaction by the director, such security
was purchased or sold by a Fund or was being considered for purchase by its
investment adviser.
Date:__________________________ Signature:______________________________
Print Name:_____________________________
Title :______________________________
Employer's Name:________________________
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